Filed by Bowne Pure Compliance






Exhibit 10.5




CONSOLIDATED GRAPHICS, INC.

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

(Effective as of June 30, 2008)




1. Objectives. The Consolidated Graphics, Inc. Amended and Restated Long-Term Incentive Plan
(as amended from time to time, the “Plan”) is designed to retain selected employees and
non-employee directors of Consolidated Graphics, Inc. (the “Company”) and reward them for making
significant contributions to the success of the Company and its Subsidiaries (as hereinafter
defined). These objectives are to be accomplished by making awards under the Plan and thereby
providing Participants (as hereinafter defined) with a proprietary interest in the growth and
performance of the Company and its Subsidiaries. The Plan provides for payment of various forms of
compensation. It is not intended to be a plan that is subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and shall be interpreted, construed and administered
consistent with its status as a plan that is not subject to ERISA



2. Definitions. As used herein, the terms set forth below shall have the following respective
meanings:




“Award” means the grant of any form of stock option, stock appreciation right, stock
award or cash award, whether granted singly, in combination or in tandem, to a Participant
pursuant to any applicable terms, conditions and limitations as the Committee may establish
in order to fulfill the objectives of the Plan.




“Award Agreement” means a written agreement between the Company and a Participant that
sets forth the terms, conditions and limitations applicable to an Award.




“Board” means the Board of Directors of the Company.




“Code” means the Internal Revenue Code of 1986, as amended from time to time.




“Committee” means such committee of the Board as is designated by the Board to
administer the Plan. The Committee shall be constituted to permit the Plan to comply with
Rule 16b-3.




“Common Stock” means the Common Stock, par value $.01 per share, of the Company.




“Director” means an individual serving as a member of the Board.




“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


 









 






“Fair Market Value” of one share of Common Stock on the date in question shall be (i)
the closing sales price on such day for a share as quoted on the New York Stock
Exchange or other national securities exchange on which shares are then principally
listed or admitted to trading, or (ii) if not quoted on a national securities exchange, the
average of the closing bid and asked prices for a share as quoted by the National Quotation
Bureau’s “Pink Sheets” or the National Association of Securities Dealers’ OTC Bulletin Board
System. If there was no public trade of Common Stock on the date in question, Fair Market
Value shall be determined by reference to the last preceding date on which such a trade was
so reported.




“Participant” means an employee or nonemployee director of the Company or any of its
Subsidiaries to whom an Award has been made under this Plan.




“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, or any successor
rule.




“Subsidiary” means any corporation of which the Company directly or indirectly owns
 shares representing more than 50% of the voting power of all classes or series of capital
stock of such corporation which have the right to vote generally on matters submitted to a
vote of the stockholders of such corporation.



3. Eligibility. All employees and non-employee directors of the Company and its Subsidiaries
are eligible for Awards under this Plan. The Committee shall select the Participants in the Plan
from time to time by the grant of Awards under the Plan.



4. Common Stock Available for Awards. There shall be available for Awards granted wholly or
partly in Common Stock (including rights or options which may be exercised for or settled in Common
Stock) during the term of this Plan an aggregate of 4,585,000 shares of Common Stock, subject to
adjustment as provided in Paragraph 14, all of which may be granted hereunder as incentive stock
options. The Board of Directors and the appropriate officers of the Company shall from time to
time take whatever actions are necessary to file required documents with governmental authorities
and stock exchanges and transaction reporting systems to make shares of Common Stock available for
issuance pursuant to Awards. Common Stock related to Awards that are forfeited or terminated,
expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or
some of the shares covered by an Award are not issued to a Participant, or are exchanged for Awards
that do not involve Common Stock, shall immediately become available for Awards hereunder. The
Committee may from time to time adopt and observe such procedures concerning the counting of shares
against the Plan maximum as it may deem appropriate under Rule 16b-3.



5. Administration. This Plan shall be administered by the Committee, which shall have full
and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for
carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised
in the best interests of the Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, provide for the extension of the exercisability of an Award,
accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any
restrictions contained in an Award, waive any restriction or other provision of this Plan or an
Award or otherwise amend or modify an Award in any manner that is either (a) not adverse to the
Participant holding such Award or (b) consented to by such Participant.



 


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The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in
any Award in the manner and to the extent the Committee deems necessary or desirable to carry it
into effect. Any decision of the Committee in the interpretation and administration of this Plan
shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all
parties concerned. No member of the Committee or officer of the Company to whom it has delegated
authority in accordance with the provisions of Paragraph 6 of this Plan shall be liable for
anything done or omitted to be done by him or her, by any member of the Committee or by any officer
of the Company in connection with the performance of any duties under this Plan, except for his or
her own willful misconduct or as expressly provided by statute.



6. Delegation of Authority. The Committee may delegate to the Chief Executive Officer and to
other senior officers of the Company its duties under this Plan pursuant to such conditions or
limitations as the Committee may establish, except that the Committee may not delegate to any
person the authority to grant Awards to, or take other action with respect to, Participants who are
subject to Section 16 of the Exchange Act.



7. Awards. The Committee shall determine the type or types of Awards to be made to each
Participant under this Plan. Each Award made hereunder shall be embodied in an Award Agreement,
which shall contain such terms, conditions and limitations as shall be determined by the Committee
in its sole discretion and shall be signed by the Participant and by the Chief Executive Officer,
the Chief Operating Officer or any Vice President of the Company for and on behalf of the Company.
Awards may consist of those listed in this Paragraph 7 and may be granted singly, in combination or
in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as
alternatives to grants or rights (a) under this Plan or any other employee plan of the Company or
any of its Subsidiaries, including the plan of any acquired entity, or (b) made to any Company or
Subsidiary employee by the Company or any Subsidiary. An Award may provide for the granting or
issuance of additional, replacement or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. Notwithstanding anything herein to the contrary, no
Participant may be granted during any calendar year Awards consisting of stock options or stock
appreciation rights exercisable for more than 20% of the shares of Common Stock originally
authorized for Awards under this Plan, subject to adjustment as provided in Paragraph 14. In the
event of an increase in the number of shares authorized under the Plan, the 20% limitation will
apply to the increased number of shares authorized. The number of Awards that may be granted in
the form of a stock appreciation right or stock award as described in subparagraph (c) below shall
not exceed an aggregate of 62,500 underlying shares of Common Stock issuable pursuant to such
Award.




(a) Stock Option. An Award may consist of a right to purchase a specified number of
 shares of Common Stock at a price specified by the Committee in the Award Agreement or
otherwise. No stock option shall have an exercise price less than 100% of the Fair Market
Value of a share of the Common Stock on the date of grant of the stock option, nor shall any
stock option be exercisable later than the day before the expiration of ten (10) years from
the date of grant of the stock option. A stock option may be in the form of an incentive
stock option (“ISO”) which, in addition to being subject to applicable terms, conditions and
limitations established by the Committee, complies with Section 422 of the Code. ISOs may
be granted to any employee of the Company or a Subsidiary, but not to a non-employee
director. Notwithstanding the foregoing, no ISO
can be granted under the Plan more than ten years following the Effective Date of the
Plan or, if later, the date of approval by the Company’s shareholders of an increase in the
number of shares of Common Stock authorized to be issued as Awards under the Plan, but only
with respect to such increase.


 


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(b) Stock Appreciation Right. An Award may consist of a right to receive a payment, in
cash or Common Stock, equal to the excess of the Fair Market Value or other specified
valuation of a specified number of shares of Common Stock on the date the stock appreciation
right (“SAR”) is exercised over a specified strike price as set forth in the applicable
Award Agreement. The strike price of a SAR shall not be less than 100% of the Fair Market
Value per share of Common Stock on the date the SAR is granted.




(c) Stock Award. An Award may consist of Common Stock or may be denominated in units
of Common Stock. All or part of any stock Award may be subject to conditions established by
the Committee and set forth in the Award Agreement, which conditions may include, but are
not limited to, continuous service with the Company and its Subsidiaries, achievement of
specific business objectives, increases in specified indices, attaining specified growth
rates and other comparable measurements of performance. Such Awards may be based on Fair
Market Value or other specified valuations. The certificates evidencing shares of Common
Stock issued in connection with a stock Award shall contain appropriate legends and
restrictions describing the terms and conditions of the restrictions applicable thereto.
Restricted stock units are not intended to be deferred compensation that is subject to
Section 409A of the Code. During the period beginning on the date such an Award is granted
and ending on the payment date specified in the Award Agreement, the Participant’s right to
payment under the Award Agreement shall remain subject to a “substantial risk of forfeiture”
within the meaning of such term under Section 409A of the Code. In addition, payment to the
Participant under a restricted stock unit shall be made within two and one-half months (21/2)
months following the end of the calendar year in which the substantial risk of forfeiture
lapses unless an earlier payment date is specified in the Award Agreement.




(d) Cash Award. An Award may be denominated in cash with the amount of the eventual
payment subject to future service and such other restrictions and conditions as may be
established by the Committee and set forth in the Award Agreement, including, but not
limited to, continuous service with the Company and its Subsidiaries, achievement of
specific business objectives, increases in specified indices, attaining specified growth
rates and other comparable measurements of performance.




(e) $100,000 Annual Limit on Incentive Stock Options. Notwithstanding any contrary
provision in the Plan, a stock option designated as an ISO shall be an ISO only to the
extent that the aggregate Fair Market Value (determined as of the time the ISO is granted)
of the shares of Common Stock with respect to which ISOs are exercisable for the first time
by the Participant during any single calendar year (under the Plan and any other stock
option plans of the Company and its subsidiaries or parent) does not exceed $100,000. This
limitation shall be applied by taking ISOs into account in the order in which they were
granted and shall be construed in accordance with Section 422(d) of the Code.


 


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(f) Notification of Disqualifying Disposition of Shares from Incentive Stock Options.
A Participant who disposes of Shares of Common Stock acquired upon the exercise of an ISO by
a sale or exchange either (i) within two (2) years after the date of the grant of the ISO
under which the shares of Common Stock were acquired or (ii) within one (1) year after the
transfer of such shares to him pursuant to exercise, shall promptly notify the Company of
such disposition, the amount realized and the adjusted basis in such shares.




8. Payment of Awards.




(a) General. Payment of Awards may be made in the form of cash or Common Stock or
combinations thereof and may include such restrictions as the Committee shall determine
including, in the case of Common Stock, restrictions on transfer and forfeiture provisions.
As used herein, “Restricted Stock” means Common Stock that is restricted or subject to
forfeiture provisions.




(b) Dividends and Interest. Dividends or dividend equivalent rights may be extended to
and made part of any Award denominated in Common Stock or units of Common Stock, subject to
such terms, conditions and restrictions as the Committee may establish. All dividend
equivalents will be paid to the Participant not later than 60 days after the date that the
corresponding dividend was declared.



9. Stock Option Exercise. The price at which shares of Common Stock may be purchased under a
stock option shall be paid in full at the time of exercise in cash or, if permitted by the
Committee, by means of tendering Common Stock or surrendering all or part of that or any other
Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any
combination thereof. The Committee shall determine acceptable methods for tendering Common Stock
or Awards to exercise a stock option as it deems appropriate. If permitted by the Committee,
payment may be made by successive exercises by the Participant. The Committee may provide for
procedures to permit the exercise or purchase of Awards by (a) loans from the Company or (b) use of
the proceeds to be received from the sale of Common Stock issuable pursuant to an Award. Unless
otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are
tendered as consideration for the exercise of a stock option, a number of the shares issued upon
the exercise of the stock option, equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same restrictions as the Restricted Stock so
submitted as well as any additional restrictions that may be imposed by the Committee.



10. Tax Withholding. The Company shall have the right to deduct applicable taxes from any
Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock
under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination
thereof for payment of taxes required by law or to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee
may also permit withholding to be satisfied by the transfer to the Company of shares of Common
Stock theretofore owned by the holder of the Award with respect to which withholding is required.
If shares of Common Stock are used to satisfy tax
withholding, such shares shall be valued based on the Fair Market Value when the tax
withholding is required to be made.


 


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11. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend
or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements
or for any other purpose permitted by law except that (a) no amendment or alteration that would
impair the rights of any Participant under any Award previously granted to such Participant shall
be made without such Participant’s consent, and (b) no amendment or alteration shall be effective
prior to approval by the Company’s stockholders to the extent such approval is then required
pursuant to Rule 16b-3 in order to preserve the applicability of any exemption provided by such
rule to any Award then outstanding (unless the holder of such Award consents) or to the extent
stockholder approval is otherwise required by applicable legal requirements.



12. Termination of Employment. Upon the termination of employment by a Participant, any
unexercised, deferred or unpaid Awards shall be treated as provided in the specific Award Agreement
evidencing the Award. In the event of such a termination, the Committee may, in its discretion,
provide for the extension of the exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any restrictions contained in an
Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or
modify the Award in any manner that is either (a) not adverse to such Participant or (b) consented
to by such Participant.



13. Assignability. Unless otherwise determined by the Committee and provided in the Award
Agreement, no Award or any other benefit under this Plan constituting a derivative security within
the meaning of Rule 16a-1(c) under the Exchange Act shall be assignable or otherwise transferable
except by will or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder. The Committee may prescribe and include in applicable Award Agreements
other restrictions on transfer. Any attempted assignment of an Award or any other benefit under
this Plan in violation of this Paragraph 13 shall be null and void.




14. Adjustments.




(a) The existence of outstanding Awards shall not affect in any manner the right or
power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the capital stock of the Company or
its business or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock (whether or not such issue is prior to, on a
parity with or junior to the Common Stock) or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any other corporate
act or proceeding of any kind, whether or not of a character similar to that of the acts or
proceedings enumerated above.


 


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(b) In the event of any subdivision or consolidation of outstanding shares of Common
Stock or declaration of a dividend payable in shares of Common Stock or
capital reorganization or reclassification or other transaction involving an increase
or reduction in the number of outstanding shares of Common Stock, the Committee may adjust
proportionally (i) the number of shares of Common Stock reserved under this Plan and covered
by outstanding Awards denominated in Common Stock or units of Common Stock; (ii) the
exercise or other price in respect of such Awards; and (iii) the appropriate Fair Market
Value and other price determinations for such Awards. In the event of any consolidation or
merger of the Company with another corporation or entity or the adoption by the Company of a
plan of exchange affecting the Common Stock or any distribution to holders of Common Stock
of securities or property (other than normal cash dividends or dividends payable in Common
Stock), the Committee shall make such adjustments or other provisions as it may deem
equitable, including adjustments to avoid fractional shares, to give property effect to such
event. In the event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Committee shall be authorized to issue or
assume stock options, regardless of whether in a transaction to which Section 424(a) of the
Code applies, by means of substitution of new options for previously issued options or an
assumption of previously issued options, or to make provision for the acceleration of the
exercisability of, or lapse of restrictions with respect to, Awards and the termination of
unexercised options in connection with such transaction.



15. Restrictions. No Common Stock or other form of payment shall be issued with respect to
any Award unless the Company shall be satisfied based on the advice of its counsel that such
issuance will be in compliance with applicable federal and state securities laws. It is the intent
of the Company that this Plan comply with Rule 16b-3 with respect to persons subject to Section 16
of the Exchange Act unless otherwise provided herein or in an Award Agreement, that any ambiguities
or inconsistencies in the construction of this Plan be interpreted to give effect to such intention
and that, if any provision of this Plan is found not to be in compliance with Rule 16b-3, such
provision shall be null and void to the extent required to permit this Plan to comply with Rule
16b-3. Certificates evidencing shares of Common Stock delivered under this Plan may be subject to
such stop transfer orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange Commission, any securities
exchange or transaction reporting system upon which the Common Stock is then listed and any
applicable federal and state securities law. The Committee may cause a legend or legends to be
placed upon any such certificates to make appropriate reference to such restrictions.



16. Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or rights thereto,
this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to
Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such
accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Common Stock or rights thereto,
nor shall this Plan be construed as providing for such segregation, nor shall the Company, the
Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be
granted under this Plan. Any liability or obligation of the Company to any Participant with
respect to a grant of cash, Common Stock or rights thereto under this Plan shall be based solely
upon any contractual obligations that may be created by this Plan and any Award Agreement, and no
such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any property of
the Company. None of the Company, the Board or the Committee shall be required to give any
security or bond for the performance of any obligation that may be created by this Plan.


 


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17. Governing Law. This Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of
the United States, shall be governed by and construed in accordance with the laws of the State of
Texas.



18. Effective Date of Plan. This Plan, as amended and restated hereby, shall be effective as
of June 30, 2008 (the “Effective Date”). Outstanding Awards granted pursuant to the Plan prior to
its amendment and restatement shall continue to be governed by the terms of this Plan as amended
and restated.



19. Compliance with Code Section 409A. It is intended that Awards granted under the Plan
shall be exempt from taxation under Section 409A of the Code, unless otherwise determined by the
Committee at the time of grant. In that respect, the Company, by action of its Board, reserves the
right to amend the Plan, and the Board and the Committee each reserve the right to amend any
outstanding Award Agreement, to the extent deemed necessary or appropriate either to exempt such
Award from taxation under Section 409A or to comply with the requirements of Section 409A.
Further, Participants who are “Specified Employees” (as defined under Section 409A), shall be
required to delay payment under an Award for six (6) months after separation from service, but only
to the extent such Award would otherwise be subject to taxation under Section 409A if no such delay
is imposed.



[Signature page follows.]




 


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IN WITNESS WHEREOF, a duly authorized officer of the Company has executed this Amended and
Restated Long-Term Incentive Plan on behalf of the Company, effective as of June 30, 2008.



	 	 	 	 	 
	 	CONSOLIDATED GRAPHICS, INC.

 	 
	 	By:  	Jon
C. Biro	 
	 
	 	Name:  	Jon
C. Biro	 
	 
	 	Title:  	Executive
Vice President and
 Chief Financial and Accounting Officer	 
	 




 


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